What Fear Can Do
by lotuskasumi
Summary: Inspired by a prompt on Tumblr: "the doctor's been poisoned, he's losing his mind, he's losing his memory.. who is he? is he dying? only one person can help him and remind everything, because he's her hero and... love has a great power." Rated T for scary bits and body horror, delusional sequences, etc. The whole grimdark works. (Whouffle/Twelve x Clara)
1. Chapter 1 - Vinushka

**Chapter One - Vinushka**

_"Is it a sin for me to live because I am evil?"_

* * *

><p><em>Part One: DOLOR<em>

_The first thing you need to know - _absolutely _the first thing, right at the top of every list ranking anything important inside that new frowny head of yours - is that it wasn't your fault. You got that, Doctor? It wasn't your fault._

_The second thing you need to know is that you're an idiot. Always have been, always will be, I expect. But that doesn't mean you deserved this. You can be the biggest outer-space idiot as much as you like and make all the mistakes as you please - that still doesn't mean you deserve this._

_... Can you hear me? You _can _hear me. I saw something just now, in your eyes. Open your eyes, Doctor. I need you to focus; I need you to listen to exactly what I'm saying and nothing else._

_It wasn't your fault. And the sooner you start believing that the sooner I can get that thing out of you._

* * *

><p><strong>Belial Worm. <strong>That's the last thing Clara remembered the Doctor saying before it dissolved like a fine mist over his eye, a mist that tightened into a shroud, obliterating light. And soon the blackness in that eye became a hideous, golden glare, blinding Clara like the raging fires of an old, ravenous god, like the stars alive in the memory of a metal-trapped monster. Two, if her memory served: one so hurt it had a chance of being good, one so scared it forgot what had scared it in the first place.

"Belial worm," Clara said again, beneath the Doctor's wretched, pained howls. She did it to hear her voice, to hear something familiar, something comforting. She said it again, and then a third time, wondering just where to start and what to do. They were in the TARDIS now, but quite simply being in the TARDIS didn't immediately give birth to a miracle. Those were things you still had to do on your own, if you knew where to start.

And Clara did.

"Belial worm," she said again, wavering back and forth, half torn between wanting to kneel at the Doctor's side and wanting to make use of herself at the console, poking this, hammering that, yelling this or that command. There had to be something she could do, _something _useful she could make out of his last words.

From where she'd propped him in his armchair, the Doctor gave a shuddering lurch, his eyes clamped shut tight. They were both golden the last Clara had seen of them, the pupils having distorted into the most terrible black jagged shapes. _Like the Belial worm, _she thought, but the term was starting to lose all meaning, that's how often she'd said it since the gift backfired.

"Twenty-seven times in the Masoretic Text!" he screamed, twisting his head to glare for just as second at Clara - but not an angry look, no, that was pain on his face, pain making his teeth clench and his fingers hook into grasping, clutching sickle-curved claws, pulling the stuffing out of the arm rest. "Fifteen idioms on the sons of Belial! _Study - your - etymology_."

Clara turned her back on him, as much as it pained her to do so, wrapped her arms around herself as tightly as they would go - the Doctor once said her hugs were strong enough to break a bone if she put her mind to it - and she glanced up, down, and around the console. "That doesn't make sense to me," she explained, not entirely sure how the communication was supposed to work with a ship whose last known interface exchange had been a way to insult Clara. "It doesn't make sense to _me_, but I know you've got something out of it. Right?"

The monitor flared to life and Clara darted over to it, resting her hands on either side of the screen for balance, for support, for a chance to lean in as close as she could to make out the image displayed. "Give me something good," she muttered, tapping her fingers in a frantic rhythm. "Give me something I can _use_. Please."

_**BELIAL WORM**__, _the console displayed, in a mercifully understated gray text, so different from its usual blue or gold. Clara wondered if this was a deliberate choice meant to soothe her. _**NAME TAKEN FROM THE ADJECTIVE "WORTHLESS." WITHOUT VALUE. MENTAL CORROSION THAT PREYS ON SURFACE GUILT, BEFORE ROOTING DEEPER.**_

"Perfect," Clara muttered, her voice drowned out by another chorus of the Doctor's guttural, spitting cries. "Really, that's great, that's - exactly what a two-thousand-year-old alien needs. A guilt modifier." She wondered briefly if the TARDIS could pick up sarcasm - and then she remembered the interface. Right. Yes. Of course it could. Clara gripped the monitor tighter as the Doctor screamed again. _Please stop it, please, _she pleaded to nothing, to anything, to whatever took a chance to listen to what went on inside her heart. _Please make him stop._

"Any ideas on what did it?" she asked, not really expecting an answer. The TARDIS was no miracle worker. Clara knew that. She _knew_. It was the combined effort that mattered most - one's strength of will could only get you so far, after all, before it led you to dead ends and troubled traps.

The monitor blanked out, turning into a dark mirror of Clara's own expression. _All eyes_, she remembered him saying once. _Your face is all eyes_. Her eyes were wide and round and her hands were shaking, her lips were chewed and every so often she'd catch a glimpse of something like fear manifesting on her face. Worse than fear, it was _dread_ - the kind of bottomless, absolute despair without a root, without end.

Clara shut her eyes tight, listened to the Doctor scream again, and gave the monitor an almighty wrench. "_Come on!_" she snapped, resisting the urge to strike it, resisting the urge to tear the damn thing off its hinge and hurl it across the room. What good would it do her then? What good would such violence do for anyone? Nothing, nothing. Especially when such violence had already _been _done to one of them, to both.

After another second, as if the ship were deliberating the best way to give the answer, another word appeared on the monitor.

_**German 101. First semester vocabulary list.**_

Clara read it once, then read it again, uncertain. "What?"

_**"Gift."**_

Clara read it twice, said it out loud a third time, and then slammed her hand against the side of the monitor. "I didn't _ask _for riddles, I asked for a bloody _answer_!" But even as she yelled she realized -

A gift. A gift had done it. He'd opened a gift and the worm, that miserable crouching conquerer, had been lurking inside, covered in cotton, hidden by ribbons and velvet. A poison acting in place of a gift.

Clara could've screamed but she held her breath in tight, trapping the words in her chest as she launched herself back from the console to one of the many little rows of bookshelves that circled around them. It was a gift.

"Poison," she said again, remembering that one semester she was sure she could stick another language, so sure it would be German this time. "The gift he got was poison," she said it louder, half pulling at her hair, half tearing through the books that were laid out on the table all around her, not even sure she could _read _them. She just needed something to do with her hands besides beat and tear and pull. She just needed something to do with her body since her mind was too busy remembering how she had paused, amused in a bitter sort of way, to see the stark difference between "gift" in one language as opposed to her mother tongue.

Her hand came to rest on a small red, leatherbound book. Its little golden latch - heart-shaped, she noticed, like a child's diary - had already been picked and lay waiting on the table. She picked it up, twisting it around in her free hand as she laid the book open and flat.

A mad tangle of words were scrawled across the first page, the ink black as coal, bleeding down through at least three more pages after the first with the force of its mark. Clara could see them in their original script and, with a blink, as they would be written in English. _**Penthus reigns with a fury like the malignant Tisiphone, cloaked in robes steeped with gore, with a worthless worm wound about his waist, born to destroy. Son of earth and air, the dreams are his domain. He rules forever flanked by his favored wretches of fraternity: Deimos, Phobos, Lyssa. Dread, Terror, Madness. Speak but a word to face the foul beast at bay.**_

_**DOLOR**_

_**DOLUS**_

_**IRA**_

_**LUCTUS.**_

_**PAIN**_

_**DECEIT**_

_**WRATH**_

_**LAMENTATION.**_

_**... So says the Lord Penthus.**_

More riddles. Yes, of course. Of course there were riddles, tangled awful little snarls where all she wanted was an answer, all she wanted was a set and solid cure to put everything back right again. Clara set the book down and held the heart-shaped lock tight inside her fist, scratching its clasp and her nails hard against her palm, drawing blood.

She could have laughed, if she weren't half sure the Doctor was dying. And Clara had never been the sort of person who found themselves laughing at a funeral. She wouldn't start with his.

_"Everyone wants to reach out their hand and grab happiness  
>But they just end up becoming the monster that lies deep in darkness."<em>

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><p><em>Part Two: DOLUS<em>

Out of ideas and running out of time - because yes, such a thing was indeed possible in a time machine if it came down to matters of fragile lives and ever-present deaths - Clara had opened that little red book again and read its contents out to the TARDIS. The Doctor had grown quiet at the sound of her voice, and Clara's heart gave an almighty lurch when she heard his willful effort to stifle more yelps of pain, choosing instead to split his lip with his teeth and let the scream die in his chest. The sight of the blood on his chin was almost too much, too awful, too terrible - she had to stop reading if only to find her breath again, and it was only when the TARDIS gave a sort of impatient rumble did Clara remember why she'd run back to its console in the first place.

It couldn't perform a miracle - at least, not alone.

Clara held the book up once more and started reading again. "'_... A worthless worm wound about his waist.' _That's got to be that Belial worm, yeah?" she said, discovering the truth as she said it aloud. That often helped her students understand an otherwise insurmountable problem: reading it out loud to let the words take a sound and form and weight that was otherwise lost inside their heads. "So this Penthus bloke - calls himself lord, actually - he'd be the source of the poison-gift. Seeing as it's his worm." Clara chewed on her lip, then shoved her fingers into her mouth to gnaw on the edge of her nails, cracking the varnish and splitting the carefully filed edges. "I don't know the coordinates. Don't know the first thing about how to get there but - but you can find it, can't you?"

She paused, listening, knowing that's not how it worked.

The Doctor muttered her name and Clara was there, book abandoned, attention riveted onto him. She spun and darted to his side, one hand on his shoulder, forgetting how he so cringed and balked at any kind of touch. He seemed to have forgotten that too, because his hand pinned hers down to where it landed, locking her there as if their hands were nailed.

"Clara..." the Doctor wheezed, as another trickle of blood made its way down his chin. Clara pulled down the sleeve of her shirt and wiped it clean, leaving behind a faint red smear. "Clara... Penthus Tisiphone - Penthus _- _Penthus is..." He shuddered, he held out another hand, holding her face this time, cupping it in a way that made Clara so suddenly aware of all the bones beneath her skin and all the ways they could break. Where had this strength come from?

Clara leaned her head into his touch, so unexpected, so urgent. So why was a tiny part of her ice-cold and rigid with fear? "It's Penthus, isn't it? I'm right, aren't I? Please tell me I'm right," Clara said to herself, to the TARDIS, to the Doctor's heaving, rasping gasps. At least he was breathing. At least he was still alive.

She waited for something to happen - anything, anything at all, a noise or a shift or some kind of alarm to go off, the way buzzers often blared out on gameshows to let the contestants know they'd failed or passed within the allotted time. Maybe this even was a game, some kind of awful, twisted joke that she would wake up from in minutes, or even seconds, if she just forced her eyes shut and focused every thought on getting out of the nightmare.

The Doctor's hand found Clara's hair and seized it, pulling hard. It was the pain that made Clara open her eyes.

"Dolus," the Doctor said, in a voice that was not the Doctor's, but it was still his face, the new one, the one she'd gotten so used to now. And it was still his eyes that were peering into her with a knife-like curiosity - how she could feel it moving along her bones, the way you skin a fruit. One long, even, steady curl, leaving the pulp and meat and heart beneath exposed.

"Dolus," the man that was not the Doctor said again, in a voice Clara did not recognize - or perhaps she did, from the darkest part of every nightmare, the voice of fear we all carry inside as we climb away to bed. "You saw it, you read it, and you didn't even guess."

Clara wanted to move, but she did not. Fear creates a root that cements you to the spot and Clara found that she had gone as still as stone and as cold as a bone left out to bleach in the winter's sun.

"Poor Clara," the man that was not the Doctor said, laughing now, showing all his pointed black teeth. And then he turned that laughter into a song. "Poor Clara is a-weeping, a-weeping, a-weeping. Poor Clara is a-weeping on a bright summer's day."

Clara knew that rhyme. Clara had heard her children singing that rhyme once, ages and ages past. The little Latimers trying to laugh quietly to themselves so as not to wake her in the next room, knowing the worst they'd get from this new governess was a stern look and a strong, quiet word. She knew the rest of the verses - she knew the way they ended. _I'm weeping for a loved one, a loved one, a loved one. I'm weeping for a loved one on a bright summer's day._

But she shouldn't know that rhyme - she shouldn't remember a thing about that life, the way all echoes were dreams discarded once the day dawned and her eyes opened wide. But it's funny, the things fear can make you remember. It's funny, the way the mind can travel when it's so certain every thought is its very last. Like the ones Clara had next.

_That's not the Doctor. That's not the Doctor at all. I've been fooled. _And it was only in the dark reflection of this strange creature's eyes - eyes as black as pitch and wide as compact mirrors - did Clara see _her _eyes truthfully for the first time. Golden bright and blinding, with the pupils in distorted, jagged lines running top to bottom, directly in the center.

And right before she lost her mind to the oblivion that was bottomless, rootless dread, Clara heard the man that could only be Penthus say, "You read it yourself and never even _knew_. Dolus means deceit, my dear. Your Doctor was never here."

And while Penthus wasn't telling a lie in that moment, the Doctor wasn't, in fact, far away. He was carving a desperate, hell-bent path right back to her side.

But Clara didn't know that. Not yet.

_"The shadow burns me.  
>Ahhh, I just want to keep forgetting."<em>

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><p><strong><em>Notes: <em>**Italicized and quoted texts are lyrical excerpts from the band DIR EN GREY.


	2. Chapter 2 - DIABOLOS

**Chapter Two - DIABOLOS**

_"How god-like you are  
>But you are alone in the darkness<br>And alone you scream."_

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><p><em>Part Three: IRA<em>

The last time the Doctor heard Clara's voice it was on the other end of the phone. A phone that should not ring, for so few people in the universe had that number, and nearly none of them had much of a reason to keep in touch. But ring it did, surprising him, and what he heard after its ring only turned his already bitter mood into a rotten, awful thing.

"_The first thing you need to know - _absolutely _the first thing, right at the top of every list ranking anything important inside that new frowny head of yours - is that it wasn't your fault. You got that, Doctor? It wasn't your fault."_

And he'd heard her shudder, heard the way she fought to take a breath, and the hearts inside him froze. Only tears made Clara do that. He wanted to say something - he tried to say something - but she was talking again, and nothing could drive him to silence quicker than the sound of her voice.

"_I need you to focus; I need you to listen to exactly what I'm saying and nothing else. It wasn't your fault. You got that? And the sooner you start believing that the sooner I can get that thing out of you."_

Which hadn't made any sense, of course. Not to him. "Clara, where are you? What's happened?"

But the only answer she gave was a laugh - or it could have been a cry, it was so hard to tell with her sometimes, especially when he couldn't see her face.

The voice the Doctor heard next was not Clara's. Not in the slightest. "154. 1319.720. 18," the voice said, something between a growl and a howl, the sort of guttural snarl that can be both at once, swallowing the very words as it released them. The line disconnected before he could get any more than that.

A code? No. Coordinates. He wrote them out on the board, on all the boards, as the TARDIS hummed impatiently, alive and angry, waiting for him to catch up. Clara needed him. That was clear, the only thing about this situation that _was _clear. And his brain was already working, already thrumming like a live-wire, and soon he flipped the board over to continue onto the back, catching the code that _was _a coordinate. Numbers in place of letters - it spelled out a _name_.

"Penthus," he said. And then he said it again as he snapped the little stub of chalk that remained behind, letting the dust crumble beneath his nails and at his feet, which were already spinning and darting forward, carrying him to the console, to the dials, to the levers, to the gears and switches and tools of the trade that led forth to miracles. That led one way or another, as he was starting to find to his hearts' contents, to Clara.

Clara was in a cage by the time the Doctor saw her next. His hearts went cold again with a rage he was starting to understand was as old as the life inside him and as new as the face that had frowned its way into this particular life. It was the same kind of anger that doesn't make a man cruel, only clever enough to wrest what one cherished safely back from a pair of tormenting hands. It wasn't the only emotion alive inside him either. There was a distinct feeling of dread, and the courage that comes with such dread, coursing through the Doctor's veins. The mad hot blood stirring, indeed.

Clara sat with her back to him, crouched over and hunched low in a cage as rusted red as flecks of dried blood. The sight alone terrified him, but he buried it until it became a painful snarl in the pit of his stomach, the way an ulcer or a wound must feel – too much to feel in a rush all at once, so that it hinders more than it aids. The Doctor moved his eyes to Penthus instead, a tyrant-king reigning in defiance of mercy.

He was silent, but his smile spoke volumes. It spread up in such a way as to create a split over half of his face, the black sharp dagger teeth jutting out from top and bottom of the thin, maggot-pale lips. Should he open his mouth, the Doctor assumed that Penthus' head would merely snap open and shut like some sort of mad distortion of a puppet. The thought almost made him laugh, however poorly timed such amusement could be.

Penthus noticed the smirk, however. Because it was a mirror-kin of his own. "So happy you could join us, Time Lord," he said.

Such a tired, trite and over-used line. "Spare me," the Doctor said.

Penthus turned his head slowly so that one golden bright eye peered at the Doctor, examining him carefully. And the Doctor waited, letting him, not entirely caring what this miserable mass of bone and flesh came up with once the assessment was complete. Judgment calls that could leave their marks had to come from those you esteemed – and there was little worth to be found in the mouth ofmonsters. Not especially the sort of men who made themselves that way.

Such a sight never got old. It never changed much either, nor did his reactions to the encounters. Barely concealed disdain beneath an expression as rigid as bone, as unyielding as the heart of an old, watchful god. How many encounters happened just like this? How many victories, born from an impasse or deceits masquerading as defeats. The trick was to seem. Pull veils over their eyes until it blinded them to all but their own cleverness, leaving them open to such defeat. That's how he'd gained the upperhand with such brutes before. Seem like he didn't care, seem like his mind wasn't pivoting at bloody all on the needs and aches and fears of the companion that crept, shadow-like, through the corner of his every thought.

No one knew how to lie quite like the Doctor. It was something of an art he despised, however much he'd refined the technique. Nobody needed lies, yes, that was a credo he was more than happy to stick to, a new dogma he was more than happy to enforce in place of the old, awful rule. Nobody needed lies – just the way nobody deserved the constricting thorn-vise that was the pain and shame of having to lie to begin with. Nobody needed lies, and no one deserved to be put in a position where a lie was the only choice to make.

And yet, such things happened. Because the universe – or more accurately, forces working within it – simply did not care. Or they cared about the wrong thing.

The trick to surviving, the Doctor knew, was to seem like he did not care as well. But he couldn't be entirely callous. No, he couldn't lie _completely_. It was not an art he worked hard to perfect in this life, all things considered. And it was even more of a Sisyphean feat when there was a companion on the line. So he approached the cage, blood-colored, confined, a cage fit for no living thing of any kind, and he hunched over, knelt near her, keeping his hands bent into fists to smother the urge to reach out and hold on to some small part. _But isn't that always the way? _All living things anywhere, with any form of conscience and shame, understood the importance of hiding the easiest paths to wound their heart – and doubly so if there were one to spare.

After a long, silent while, Penthus said: "Spare _you_? Only you? Yes, well, I suppose that makes sense."

The Doctor waited. He wouldn't ask him to continue.

"It makes sense," Penthus said, nodding to himself, each word like a bait waiting for the Doctor to take hold and twist it off its hook. "You would only grieve for yourself, wouldn't you? I ought to have known – and _she_ should have as well," he added, jerking his long, round, bearded chin at where Clara sat crouched, kneeling, her hands held up to cover her eyes. "The one who knows you best in all the universe, I _don't _think."

Clara's shoulders trembled like wings shifting beneath a collector's confining pin. An awful sight, truly a miserable thing. And yet he'd seen it before. With her little hand extended, fingers shaking along with her voice as she pleaded, "_Let me be right, please, God. Let me be right." _What chance did he stand against a cry like that? Such an ache it opened within him! The sort that required no remedy, for none existed. And he'd suffer such an ailment continuously, he knew – had suffered it endlessly, in fact. Bearing weitness to the fear of a trembling, battered heart.

The Doctor held out a hand to her small, trembling back, wanting to stop it, but not even known where to start. It never quite stopped making him angry. He doubted there'd come a point where it wouldn't. It just found new ways to infuriate him. And he hoped it always would. Because the wrath was like a brother to fear, just the burning inverse. Fear could freeze you – fear could lock and sink your mind in a mire of misery from which there was no chance of escape, and little hope for a reprieve. But fear, like wrath, could transform you. Both could inspire you, ignite you.

And it was what you did with that spark next that mattered.

_"Because you are beautiful, every time I touch you  
>my heart breaks."<em>

* * *

><p><em>Part Four: LUCTUS<em>

"She hasn't quite let up crying for you. The tears may have dried up but I assure you, they're a persistent presence," Penthus said, watching as the Doctor moved from Clara's back to where she sat facing, even if that put his own shoulders to the tyrant-king's gaze. "Clara?" Penthus called in that terribly clear sing-song, a sort of siren's call. "Don't you know who's in front of your back?"

"Shut up," the Doctor suggested. "The last thing anyone ever needs is a riddle from someone who thinks they're more clever than they are."

Penthus laughed at this, laughed like he knew something. And perhaps he did – but the Doctor would know too, in time. But until he, he had Clara to tend to. He leaned to the side, trying to get a glimpse of her face.

How curious. Clara was turned away from him again as if she'd somehow, without him noticing, spun around to show him her back. But his eyes had been fixed entirely on her, and he would have seen her move if she did it.

_I just missed it, _he said to himself. _I missed it. That's all. _But he wasn't sure. And he knew the sound of his own lies.

And so the Doctor moved, feeling quite like he was following the steps of some mad, foolish dance. And Clara moved again, her back bowed and bent, her hair spilling down to hide her face like a curtain.

Penthus tried to say something again. Something about the way tears could be mirrors, just the way shadows could be too, if we knew how to look at both of them closely enough. About how the Doctor was always there, behind Clara, who had recently grown particularly troubled be spectres. But now that the Doctor had arrived in Penthus' lair, like an ant reclaiming its nest, it wasn't spectres that were the worst of her troubles. No, now that had position had been replaced by a grim-faced morbid, terrible gentleman come to spring her from the clutches of the noisome, cloying death. It wants her grief so gave her a poison-gift, showing her heart's worst fear: the Doctor in pain without a way to end it. No words or cures or power to change it.

"A heart too small for the love it contains," Penthus finished with a wicked little laugh. "And twice as confined for all its potential pain. You really ought to reconsider where you put your esteem, Time Lord."

But the Doctor wasn't interested in hearing what he already viciously knew so well. "Shut it, would you?" The Doctor spared half a glance over his shoulder before he turned his attention back to Clara.

"I won't be ignored," Penthus snarled. Petulant rather than threatening.

The Doctor was unconcerned. He'd heard worst threats from himself. "You'll get your turn."

"But hasn't she had enough?" Penthus asked. And there was a suggestion to the tone, an underlying, awful, contaminating thread to the sentence that made the Doctor's stomach heave. Penthus wasn't talking about what he himself had done – the Doctor could see that as easily as he could see some sort of trick was being laid out for him, a trap he was meant to stumble inside and perhaps had already set one foot down on its soon to snap unrelenting jaw. No, he was talking about something else entirely. _Hasn't she had enough from _you?

With one hand reached out to grasp Clara's shoulder, the Doctor found himself torn on how to proceed next. And it was not for the first time. It certainly wouldn't be the last. "Clara?" How thin his voice sounded, the way a husk is pared down to its last flimsy thread before scattering into dust on a wind. "Clara, can you hear me?"

He wanted to see her face. He wanted to see her eyes, wide and wild and yet somehow, impossibly so, so terribly sweet to behold. He wanted to see the look on her face, relief dissolving fast to become anger, because it was an anger he knew would always fade like the morning mists. Clara's true anger was quiet. It lay silent like a trap until, all teeth and claws, ready to make a feast of any fool. The Doctor wanted that anger. Needed it, in fact. Because to see it would make certain she was still alive somewhere inside.

But more importantly he needed _her_ back.

And until he found a way to achieve this, he had to pretend otherwise.

"This isn't even her, is it," he said, drawing his hand back and steadying it against his knee, preparing to push himself back to his feet, turning to face the lord of grief himself – but a sound stopped him. It was a sigh, a sob, the kind of whimper that he'd heard once before. And it was in a voice he recognized.

"_Why are you weeping," _The voice so like Clara's said. And, quite frustratingly so, Penthus echoed the rhyme from where he sat on his griever's throne, watching this little scene unfold. "_Weeping, weeping. Why are you weeping, on a bright summer's day?_"

This shook him, the way a child trembles in anticipation of its first nightmare. But he would have to make it seem like he felt otherwise. No one needed lies, yes, and no one deserved to ever be in a position to have to tell one – but sometimes a lie was absolutely vital if it was a matter of pure survival.

"A faceless doppelganger singing Victorian nursery rhymes." The Doctor made sure his face was as still as stone, as rigid as bone when he turned to look at Penthus again. Lying like dying could be an art – lucky for the Doctor, he could do both as easy as blinking. "That's it? _Really_? That's the best you could come up with?" Perhaps if he kept talking he'd be able to drive back his own fear, turn it into something else, something useful – something that didn't quite make his hearts freeze with such pitiful pain.

"Far from it, Time Lord," the Lord of Grief said. He tilted his head again, and surveyed the Doctor with his other eye. "Can you really not hear her?"

"Yes, along with the sound of you droning in the background." His hands were fists again, though he hadn't meant to make them so. He waited. The other lord did, too. "So? Is that all?"

"Is what all?"

"Is that really all you have up your sleeve?" the Doctor continued, giving Penthus a quick once-oer. "Metaphorically speaking, as I see you're looking a bit worse for wear these days. Robes to rags. And where's your little worthless worm friend? Belial, was it? Pity he's detachable."

"I rather dislike such a suggestion," Penthus said.

"I don't care how you feel."

"You don't often, do you?"

The Doctor paused for just a moment, noting the rising tone, the inflection, the silent mark at the end of the sentence. "You're assuming we've met before," he followed up, said rather than asked.

"I didn't think you counted the acquaintance worthy of remembering," Penthus said, giving somethinig like a shrug – but there was something not quite right with the response. The Doctor couldn't see it yet.

"Don't get too overworked about it," the Doctor said. "It's not as if I'm the only one whose opinion on you matters, does it?"

"Does it?" Penthus echoed.

The Doctor didn't like the way the acoustics of the room made it sound like he was talking to himself. "You rule over grief and sorrows," the Doctor said. "And every thing alive knows what it is to grieve, even if the sentiment starts and ends on itself. Why let one silly old idiot like me matter above all else?" the Doctor continued, not knowing where the conversation was going until he ended up where it led.

"It's not a personal choice, I think you'll find. And besides, grief doesn't come first," Penthus explained, having the gall to examine his nails – long, sharp, black filed things, like shards of glass attached to skinless bone. "You disappoint me, Time Lord. I thought you'd long since known. All those years running across time and space, and not for a moment have you realized this? One has to have something _else _in order to _end up_ with grief."

More riddles. "Open the cage," the Doctor said.

Penthus showed his teeth as he laughed. "Which came first: the heart or the ache?"

"Is that supposed to mean something?" the Doctor asked, and then cut himself off. "No, no, don't bother. Don't even bother. Open the cage, let her go, because I don't have time for this."

Penthus laughed. The Doctor almost cringed.

"I'm not _interested _in wasting time on you," the Doctor said, correcting himself, teeth clenched and fists clutching at the warm, cloying air. Like the breath that death must exude, before drawing all down into its heavy rest of silence.

"You don't have to waste anything on me, Doctor," Penthus said, switching to the preferred name now rather than the rank – and it was the name that stopped the Doctor dead. "My time is always yours to share, and vice versa."

"So my reputation precedes me," he began, not knowing how to make sense of the rest. Not wanting to, in fact. He was getting far too good at lying again.

Which made Penthus laugh. "It _darkens_," he snapped, teeth clicking, jaw snapping shut like a trap, fixing the Doctor in place. He could stil hear Clara crying at his back, but found his body lacked the strength of its conviction to face her. "It _contaminates_. You are a wretched, miserable, blood-soaked, brutal thing. Your shadow obliterates all that falls under its path – and you have the nerve, the bottomless audacity, to stand there and command _me _to do a single thing."

"It's worked so well before, you see," the Doctor said.

"Yes, I _have _seen. With Deimos as one eye, Phobos as the next, and Lyssa as the shroud that descends, I _have _seen you in all the glory and horror you possess."

Someone was laughing now. The Doctor could hear them laughing, but Penthus was too busy talking, his mouth snapping open and shut like a trap, splitting half his face. And as the Doctor was simply staring, silent, watchful, patient, he knew the sound wasn't coming from _him_ – it was echoing out from behind him, from a place just behind his back. He began to turn.

"Don't show your back just yet, Doctor," Penthus said. Strange how his words had enough power to stop the Doctor from doing just that, in the same way a nightmare could have what it willed whenever it decided, until you wrenched your mind back from its clutches. "I'm not done with you yet."

"But I am. I'm done here – done with – with all this." He held out his hand, stretching it back, extending one finger to point. "Open it. Let her go."

"Riddles are keys and keys are answers and answers open locks to that which we prize the most," Penthus said, flicking something off one of his long, black, glass-like nails. It looked like a tear, but the Doctor had never know the Lord of Grief to ever cry. He collected such things, feasted himself upon it – gorged his heart to the brink with the sorrows of all. "Answer and be free. Speak but a word to keep the foul beast at bay. Remember?"

"Should I?" He was asking now. Oh god, he was actually _asking_.

"You should."

Clara, still crouched behind his back, began to sing again, a whisper-thin song that broke off as soon as the words were born out her throat. "Stand up and choose your loved one, your loved one, your loved one," she said, she sang, she whispered, and it filled up the Doctor's head the way inverted gasps do, the way a scream can blot out all else, even thoughts commanding you to do the contrary. "Stand up and choose your loved one on a bright summer's day."

"Answer me, Doctor," the Lord of Grief said, his voice cutting across Clara's miserable little song. "You were born guilty. Every day that passes confirms this fact. Every act you take to remedy it exists only to be reversed shortly after. Such a life is a sin, no matter what good deed you commit to compensate for it. Surely you can understand _that_."

But the Doctor was shaking his head.

"Oh? You disagree? It's not a sin for you to live purely because you are guilty? I wonder..."

"Stop it," the Doctor said, because sometimes that worked. Addressing monsters, commanding nightmares – sometimes talking helped to get them on your side, or to simply have them subside for a moment's notice. And a moment was all it took to make a miracle happen, if one had the will for it.

"Not until you answer and collect your prize," Penthus said. The Doctor couldn't help but notice that there seemed to be no penalty for a wrong answer, which made him believe that no matter what he was bound to receive, the "prize" would be nothing short of an atrocity. "Such a fine companion you have, Doctor. Such fine companions you've _always _had, even before you began to run. Like a pair of guarding eyes keeping constant watch on your trembling back – or is that too close to the current mark?"

"Stop it." He bit back the _please _before it could break free.

"What would you do without each other, I wonder? No, I don't wonder – I ask. Now answer." Penthus clutched both sides of the arms of his throne which began to crack like a bone drained of its marrow. The tremors moved up the arms and seat and back, creating splinters, fragments, shards. And yet the structure was too stubborn to break. "What would you do without her, Doctor? And what is the first thing you don't expect her to feel upon the subject?"

Behind him, her hands moving from concealing her entire face to just now veiling her eyes, freeing her mouth, the specter that might have been Clara began to mutter, "Dolor dolus ira luctus. Dolor dolus ira luctus." _Pain. Deceit. Wrath. And... _

"Lament," the Doctor said at once, in time with the caged wraith that might not be Clara. "Lament without end."

And Penthus smiled. "See why I always have time for you?" he said – _said_, not asked. Because it was not a question the Doctor knew how to answer, simply listen, accept, and lament once again.

The Doctor closed his eyes, but he could see see Penthus sitting, reigning, crouched triumphant, a conquering worm about to spoil the apple of every eye. "But I know you, old man. Sad man, really. You silly, sad, ancient thing. I know you the way you've always known _her – _in dreams, in shadows, in whispers half remembered. But you must wear your rue with a difference."

In the dream, the Doctor opened his eyes – and then opened them again, lying on his back in Clara's bed.

* * *

><p>Clara slammed the door to her room, waking the Doctor out of his cat-nap trance.<p>

"Don't you have your own room?" she asked, sparing him a quick, darting glance as she crossed over from the door to her make-up table, already taking out her earrings. All three mirrors and she didn't bother to use one to see him. "Or was that done away with in the latest redecorating scheme?"

"It's still there," the Doctor found himself saying, not knowing where the voice came from nor the strength to answer at all. There was a speck of light in his eye, blinding him, hurting him. He reached up to pull it free – which is when Clara turned, her hair flying, her eyes peeling open wide. She saw him finally, for the first in what felt like an awfully long, lonely time.

And Clara said, "Doctor – are you _crying_?"

"It might have been a dream," he said, not to her, not to himself, but to the part of him that was still a child crying in the dark, needing to be told something possible in order to make it passably true. "It might not be."

"Doctor?"

The tear was like a bead of glass on his fingertips, sparkling and bright and live - until he crushed it inside his hand. "And d'you know why, Clara?" he asked, glancing at her for the first time since she entered and the nightmare faded – but he wasn't seeing her. Not really. Because his eyes had gone blurry again – the glassy tears had grown back.

He thought for a second that he saw Clara shake her head.

"Because if dreams were true, we wouldn't have to call them dreams."

He heard her gasp – such a little, raw, inverted scream. It took Clara all of a moment to cross from the make-up stand to the bed, and from the bed she hovered, then sat, then – all hesitation, as if her body were made of shards of broken bone and glass – curl up at the Doctor's side, keeping a respectable distance between them, the way heroes often laid swords between their maiden charges. And she held out a hand to gingerly, tenderly, almost pityingly pat his grey dust of hair.

The Doctor waited, listening carefully to see if she might speak – but she stayed quiet and, learning from her, as he supposed he always had in a way not quite remembered until the fear and the fury of the dream had brought it back, the Doctor stayed quiet too. Watching, waiting – listening. Because all that was left to do after a dream like that was to be afraid.

But fear could make you hope.

"_It may seem like a stupid lie,  
>but I just want to love a little more."<em>


End file.
